================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------
                                    FORM F-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                             ----------------------

                        CORDIANT COMMUNICATIONS GROUP PLC
             (Exact name of registrant as specified in its charter)

                                 Not Applicable
                 (Translation of Registrant's name into English)
<TABLE>
<S>                                   <C>                                                                     <C>
           England                                    121-141 Westbourne Terrace                                  Not Applicable
  (State or other jurisdiction                          London W2 6JR, England                                   (I.R.S. Employer
of incorporation or organization)                         011-44-207-262-4343                                 Identification Number)
                                            (Address, including zip code, and telephone number,
                                       including area code, of registrant's principal executive offices)
</TABLE>
                           ---------------------------
                            Michael J. Kopcsak, Esq.
                               Gould & Wilkie LLP
                            One Chase Manhattan Plaza
                               New York, NY 10005
                                 (212) 344-5680
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Timothy B. Goodell, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036
                           ---------------------------
        Approximate date of commencement of proposed sale to the public:
     From time to time after this Registration Statement becomes effective.

         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. / /
         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. / /
         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. / /
         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. / /

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
         TITLE OF SECURITIES               AMOUNT TO      PROPOSED MAXIMUM AGGREGATE      PROPOSED MAXIMUM            AMOUNT OF
          TO BE REGISTERED               BE REGISTERED       PRICE PER SHARE(1)(2)       AGGREGATE OFFERING      REGISTRATION FEE(2)
                                                                                              PRICE(1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                        <C>                  <C>                        <C>
   Ordinary Shares, 50p Par Value         73,412,623                 $5.09                $373,899,665.52            $98,709.51
====================================================================================================================================
</TABLE>
(1)   Estimated  solely for the purpose of calculating the  Registration  Fee in
      accordance with Rule 457 of the Securities Act of 1933.

(2)   Based on  average  of the  high  and low  prices  of the  ordinary  shares
      reported on the New York Stock Exchange, Inc. on September 7, 2000.

                             ----------------------
      The Registrant hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
                                   PROSPECTUS

                        CORDIANT COMMUNICATIONS GROUP PLC

         This  prospectus  relates to an offering of up to  73,412,623  Ordinary
Shares of Cordiant Communication Group plc, a corporation incorporated under the
laws of  England.  The  Ordinary  Shares of 50p  each,  which we refer to as the
Shares,  may be offered for sale from time to time by the  selling  shareholders
listed on page 5. We will not receive any of the  proceeds  from the sale of the
Shares.

         The Shares are listed on the New York Stock Exchange, Inc. (in the form
of American  Depositary Shares,  each of which represents five Shares) under the
symbol "CDA" and are quoted on the London Stock Exchange under the symbol "CRI."
On September 13, 2000,  the last reported sale price for an American  Depositary
Share on the New York  Stock  Exchange,  Inc.  was $24.13 and for a Share on the
London Stock Exchange was 342p.

         The selling shareholders may elect, during a period beginning September
7 and ending November 24, 2000, to sell the Shares they beneficially own through
a coordinated  marketing  operation  known as a book build.  The book build will
consist of UBS  Warburg,  a business  group of UBS AG as lead manager and Lazard
Freres & Co.  LLC as joint  lead  manager,  accumulating  market  demand for the
Shares over a specified period of time, at the end of which, assuming the effort
has been  successful,  a price would be set for the Shares in the book build and
all or some of the Shares placed in the book build will be sold.

         In addition, we have been advised by the selling shareholders that they
may sell all or a portion  of the Shares  from time to time on The London  Stock
Exchange  plc or The New York  Stock  Exchange,  Inc.,  assuming  the Shares are
deposited with the Depositary and the selling  shareholders  are issued American
Depositary  Receipts.  The selling  shareholders  may also make private sales of
Shares to purchasers directly.  Alternatively,  they may from time to time offer
the Shares through  underwriters,  brokers,  dealers or agents,  who may receive
compensation in the form of underwriting discounts, commissions or concessions.

         Investing in the Shares involves risks. See "Risk Factors" beginning on
page 1 of this prospectus for a discussion of factors you should consider before
you buy Shares.


                              ---------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                              ---------------------

                The date of this prospectus is September 25, 2000
<PAGE>
                                TABLE OF CONTENTS






ABOUT THIS PROSPECTUS..........................................................1


RISK FACTORS...................................................................1


FORWARD-LOOKING STATEMENTS.....................................................3


THE COMPANY....................................................................3


USE OF PROCEEDS................................................................4


THE SELLING SHAREHOLDERS.......................................................4


PLAN OF DISTRIBUTION...........................................................9


LEGAL MATTERS.................................................................13


EXPERTS.......................................................................13


WHERE YOU CAN FIND MORE INFORMATION...........................................14


INCORPORATION OF DOCUMENTS BY REFERENCE.......................................14

<PAGE>
                              ABOUT THIS PROSPECTUS


         This prospectus is part of a registration statement on Form F-3 that we
filed with the Securities and Exchange  Commission using a "shelf"  registration
process.  Under this process,  the selling  shareholders may, from time to time,
sell up to 73,412,623 Shares in one or more offerings.  This prospectus does not
contain all of the information  included in the  registration  statement and the
exhibits thereto.  Statements  included in this prospectus as to the contents of
any contract or other  document that is filed as an exhibit to the  registration
statement are not necessarily complete and you should refer to that agreement or
document for a complete  description of these matters. You should read both this
prospectus  and  any  prospectus   supplement,   together  with  the  additional
information  described in this prospectus  under the heading "Where You Can Find
More Information."

         In this  prospectus,  "Cordiant,"  "the Group,"  "CCG," "we," "our" and
"us" refer to Cordiant Communications Group plc and its subsidiaries (unless the
context otherwise requires).


                                  RISK FACTORS

         If you  purchase  our  Shares,  you will take on a financial  risk.  In
deciding whether to invest, you should carefully consider the following factors,
the information  contained in this prospectus and the other information to which
we have referred you.  Additional risks and uncertainties not presently known to
us or that we  currently  consider  not  material  may also impair our  business
operations.  If  any  of the  following  risks  actually  occur,  our  business,
financial  condition  or results of  operations  could be  materially  adversely
affected.  In such case, the trading price of our Shares could decline,  and you
may lose all or part of your investment.


We may face hurdles with respect to management of growth and acquisition risks.

         Our continuing growth will depend on a number of factors, including our
ability to:

         o maintain the high quality of the services we provide to clients;

         o increase the number of services we provide to existing clients;

         o recruit,  motivate and retain highly skilled creative,  technical and
           marketing  personnel in the highly  competitive  market for qualified
           personnel in the marketing and communications industry; and

         o grow through the acquisition of other communications businesses in an
           environment of increased competition for acquisition candidates.

         There can be no assurance that we will be able to successfully  achieve
all or any of these strategies for growth.

We will be dependent on certain key clients.

         Our revenues are dependent  upon the  advertising,  sales and marketing
expenditures  of a number of key clients.  Our five largest clients are expected
to account for approximately 22 per cent of Our combined  revenues.  These major
clients may reassess their  relationship  with us and may move their advertising
and communications assignments to other advertising, marketing or communications
companies.  Our results of operations could be materially  adversely affected by
the loss of one or more of our major clients.

We may forego potential revenues due to client conflicts of interest.

         Client  conflicts  of  interest  are  inherent in the  advertising  and
marketing and  communications  industries due to the proprietary  nature of such
clients' products. Our ability to retain existing clients and to compete for new
clients  and  assignments  will be  limited  by our  general  practice,  and the
practice followed by many of our competitors,  of not representing  clients with
competing  product lines. In addition,  we may be  contractually  precluded from
representing  companies  with  competing  products.  As a result,  we may not be
retained by existing,  new or potential clients with respect to certain products
if we provide marketing or communications services for competing products.

We may face increased competition and increasing industry consolidation.

         The marketing and  communications  industry is highly  competitive.  We
will  compete  with  other  marketing  and   communications   firms,   including
international   and   local   full-service   and   specialized   marketing   and
communications  firms and other  contract sales and marketing  organizations.  A
number of our competitors will have substantially  greater financial  resources,
personnel  and  facilities  than us. In  addition,  if the current  trend toward
consolidation  continues, we may face greater competition for clients.  Although
we believe  that we will be able to  compete on the basis of the  quality of our
creative product,  service,  reputation and personal relationships with clients,
there  can be no  assurance  that we will be able to  maintain  our  competitive
position in the industry.

We will be dependent on key personnel.

         We will  be  dependent  on the  efforts  and  abilities  of our  senior
management  and senior  creative  personnel.  The loss of the services of any of
these key  employees  could have a material  adverse  effect on us. In addition,
while a number of our executive officers have entered into employment agreements
and confidentiality and non-solicitation  agreements, there is no assurance that
we would be able to retain the  services  of such  individuals  or  prevent  the
unauthorized disclosure or use of our knowledge, practices, procedures or client
lists.


                           FORWARD-LOOKING STATEMENTS

         This   prospectus,   any   prospectus   supplement  and  the  documents
incorporated by reference in this prospectus  contain certain  "forward  looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995. These forward looking statements include statements  relating to trends
in the advertising and marketing services industry, particularly with respect to
anticipated advertising  expenditures in the world's advertising markets. Actual
advertising  expenditures may differ materially from the estimates  contained in
the  forward-looking  statements  depending  on, among other  things,  regional,
national and  international  political  and economic  conditions,  technological
changes,  the  availability  of media  and  regulatory  regimes  in the  world's
advertising markets.  Additionally,  some of the forward-looking  statements may
relate to our performance. Our actual results could differ materially from those
anticipated,  depending  on,  among  other  things,  gains to or losses from its
client base, the amount of revenue derived from clients, our exposure to changes
in the exchange rates of major currencies  against the pound sterling (because a
substantial  portion of its revenues are derived and costs  incurred  outside of
the UK), the general level of advertising  expenditures in our markets  referred
to above and the overall level of economic activity in the Group's major markets
as discussed  above. Our ability to reduce our fixed cost base in the short term
is limited and therefore our trading  performance can be significantly  affected
by variations in the level of its revenues.


                                   THE COMPANY


         We are a global marketing communications group comprising:

         o    Bates  Worldwide,  one of the largest  advertising  and  marketing
              communications networks in the world;

         o    Scholz & Friends,  the largest  multinational  advertising network
              headquartered in Germany;

         o    an 80 percent  shareholding  in  Diamond  Ad Ltd,  a South  Korean
              advertising and marketing communication agency;

         o    the Healthworld Corporation,  an international  communications and
              contract sales marketing business specializing in healthcare;

         o    a 50 percent  shareholding  in Zenith  Media  Worldwide,  a global
              specialist media services and planning agency;

         o    a  30   percent   shareholding   in  The   Facilities   Group,   a
              pre-production agency; and

         o    Lighthouse  Global Network,  Inc. an international  communications
              and marketing business.

         In  December  1999,  we  acquired  80 percent of Diamond  Ad, a leading
advertising agency in South Korea. Diamond Ad was previously the in-house agency
for Hyundai  Group,  and Hyundai have retained a 20 percent  interest in Diamond
Ad.

         In  March  2000,  we  completed  the  acquisition  of  the  Healthworld
Corporation,  which we may refer to as  Healthworld,  one of the world's largest
healthcare marketing agencies. Healthworld provides multinational pharmaceutical
clients with a wide range of communication  services  including  advertising and
promotion, medical education,  contract sales, direct marketing, market research
and  interactive  services.  Healthworld  has  become  a new  division  of Bates
Worldwide.

         Also in March 2000, we consolidated  our interactive  businesses into a
new global brand named  CCG.XM.  CCG.XM  offers  clients  digital  marketing and
e-commerce consulting services and operates 12 offices worldwide.

         In September  2000, we completed the  acquisition of Lighthouse  Global
Network,   Inc.,  which  we  may  refer  to  as  Lighthouse,   an  international
communications  and  marketing  business  with 36 offices in six  countries  and
approximately  1,100 employees  worldwide.  Lighthouse is organized around three
global  operating  platforms:   Design  Branding,  Business  Communications  and
Marketing  Services.  The Design  Branding group  specializes in product design,
brand  identity and  management,  packaging  and  interactive  development.  The
Business  Communications  group  provides a range of  financial  communications,
including investor relations,  transaction communications,  online, external and
internal  communications.  The Marketing Services business provides clients with
sales promotion,  direct and database marketing,  interactive marketing,  sports
marketing and event management services.

         Our  principal  corporate  offices  are  located at 121-141  Westbourne
Terrace,   London  W2  6JR,  England,   telephone  number   011-44-207-262-4343.
Information about us can be found on our website, www.ccgww.com.  The website is
not a part of the prospectus.


                                 USE OF PROCEEDS

         We will not  receive  any  proceeds  from the sale of the Shares by the
selling shareholders.


                            THE SELLING SHAREHOLDERS

         The following table sets forth the number of Shares  beneficially owned
by the selling  shareholders as of the date of this  prospectus.  In calculating
the number of shares  beneficially  owned by each selling  shareholder after the
offering,  we have  assumed that the selling  shareholders  will sell all of the
Shares registered under the registration statement of which this prospectus is a
part.  The  selling  shareholders  may  sell  all or any  part of  their  shares
registered under the registration statement.

         The  number  and  percentage  of  shares  beneficially  owned  by  each
shareholder is determined under rules promulgated by the Securities and Exchange
Commission.  The information does not necessarily  indicate beneficial ownership
for  any  other  purpose.  Under  these  rules,  the  number  of  shares  deemed
outstanding  includes  shares  issuable  upon  exercise  of options  held by the
respective  selling  shareholders  which  may be  exercised  within  60  days of
September 13, 2000 and for purposes of  calculating  each selling  shareholder's
percentage ownership,  stock options exercisable within 60 days of September 13,
2000.

         Percentage of  beneficial  ownership is based on  356,859,888  ordinary
shares outstanding as of September 11, 2000.

         Share  numbers  are  estimated,  as the selling  shareholders  or their
transferees or  distributees  may sell all or any part of the shares pursuant to
the offering.

<TABLE>
<CAPTION>
                                     Shares Beneficially          Shares Being           Shares Beneficially
Name                               Owned Prior to Offering          Offered             Owned After Offering
----                               -----------------------          -------             --------------------
                                     Number       Percentage                         Number (1)      Percentage
                                     ------       ----------                         ----------      ----------
<S>                                <C>              <C>            <C>               <C>                  <C>
Martin Beck (2)                     659,704           *             650,623            9,081              *
Ross Christianson (3)               192,519           *             189,289            3,230              *
Timothy Donmoyer (4)               1,692,636          *            1,662,189           30,447             *
Craig J. Duchossois                 267,979           *             264,636            3,343              *
Revocable Trust UAD 9/11/89
No. 3553663949 (5)
Fantastic Sports Merchandise,        98,810           *              96,930            1,880              *
Inc. (6)
Fantastic Sports Travel, Inc.        76,429           *              74,975            1,454              *
(7)
Andrew Filipowski (8)               267,619           *             264,276            3,343              *
Frontenac Masters VII               804,349           *             794,319            10,030             *
Limited Partnership (9)(37)
Frontenac VII Limited              16,073,224        4.50          15,872,789         200,435             *
Partnership (10)(37)
Gerald E. Graunke and Grace F.      134,069           *             132,397            1,672              *
Graunke as Co-Trustees of the
Graunke Family Trust dated
3/19/99 (11)
Terence M. Graunke                 2,279,613          *             2,254532         25,080.64            *
(11)(12)(18)(33)
GTCR Associates VI, L.P.             82,381           *              81354             1,027              *
(13)(38)
GTCR VI Executive Fund, L.P.        260,848           *             257,595            3,253              *
(14)(38)
GTCR Fund VI, L.P. (15)(38)        36,385,397       10.19          35,931,648         453,749             *
Kathleen Johnston (16)              241,121           *             237,891            3,230              *
Amy LaBan (17)                      192,519           *             189,289            3,230              *
Lake Creek Research, LLC (18)      7,550,874         2.11          7,407,222          143,652             *
Victoria Leavitt (19)               770,321           *             757,401            12,920             *
Peter Mason (20)                    133,991           *             132,319            1,672              *
John McCartney (21)                 268,162           *             264,819            3,343              *
MKW Partners, L.P. (22)            1,340,192          *            1,323,475           16,717             *
Alfred W. Mort (23)                  56,319           *              55,247            1,072              *
Northwestern University (24)         13,678           *              13,511             167               *
Deborah Olinger (25)                192,519           *             189,289            3,230              *
Propose One (BVI) Limited (26)      125,847           *             123,453            2,394              *
The Scott Life Interest             503,391           *             493,814            9,577              *
Trust,  Heather Goldstein
Scott, Trustee (27)
Mark Scott (28)                     182,064           *             180,392            1,672              *
Seaview Holdings LLC (29)           535,901           *             529,214            6,687              *
Secure One (BVI) Limited (30)       125,847           *             123,453            2,394              *
Michael Seedman (31)                267,865           *             264,522            3,343              *
Stosik Investment Partners (32)     100,678           *              98,763            1,915              *
T&S Management, L.P. (33)           439,175           *             430,820            8,355              *
Daniel Wilhelm (34)                 263,761           *             259,610            4,151              *
Paul Yovovich (35)                  687,012           *             677,452            9,560              *
Julian Hanson Smith (36)            927,532           *             927,532              0                *
</TABLE>
--------------------
*Represents beneficial ownership of less than 1% of outstanding ordinary shares.

(1)   Assumes that the selling shareholders sell or otherwise dispose of all the
      Shares covered by this prospectus  other than those put in trust on behalf
      of each  selling  shareholder  and that the  selling  shareholders  do not
      acquire any additional Shares.

(2)   Includes  9,081  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Mr. Beck was the Chief  Executive  Officer and a Director of
      Lighthouse from August 1999 to February 2000.

(3)   Includes  3,230  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Mr.  Christianson  was a Vice  President of Lighthouse  from
      November 1998 until September 2000.

(4)   Includes  30,447  shares  held in trust  for the  benefit  of the  selling
      shareholder.  Mr.  Donmoyer  has  been  the  Chief  Financial  Officer  of
      Lighthouse since June 1999.

(5)   Includes  3,343  shares  held in  trust  for the  benefit  of the  selling
      shareholder.

(6)   Includes  1,880  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Fantastic  Sports  Merchandise,  Inc.  is  a  subsidiary  of
      Lighthouse.

(7)   Includes  1,454  shares  held in  trust  for the  benefit  of the  selling
      shareholder. Fantastic Sports Travel, Inc. is a subsidiary of Lighthouse.

(8)   Includes  3,343  shares  held in  trust  for the  benefit  of the  selling
      shareholder.

(9)   Includes  10,030  shares  held in trust  for the  benefit  of the  selling
      shareholder.

(10)  Includes  200,435  shares  held in trust for the  benefit  of the  selling
      shareholder.

(11)  Includes  1,672  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Terence M.  Graunke,  a selling  shareholder,  is one of the
      beneficiaries of the Graunke Family Trust dated 3/19/99.

(12)  Includes  25,081  shares  held in trust  for the  benefit  of the  selling
      shareholder.  Mr.  Graunke was the  Chairman of the Board of  Directors of
      Lighthouse  from  September  1998  until  September  2000  and  its  Chief
      Executive  Officer from  September  1998 to August 1999 and February  2000
      until  September  2000. Mr. Graunke was also the beneficial  owner of more
      than 5% of the  outstanding  shares of  Lighthouse,  prior to September 6,
      2000 when Lighthouse became one of our wholly owned subsidiaries.

(13)  Includes  1,027  shares  held in  trust  for the  benefit  of the  selling
      shareholder.

(14)  Includes  3,253  shares  held in  trust  for the  benefit  of the  selling
      shareholder.

(15)  Includes  453,749  shares  held in trust for the  benefit  of the  selling
      shareholder.

(16)  Includes  3,230  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Ms.  Johnston was a Vice President of Lighthouse  from March
      1999 until September 2000.

(17)  Includes  3,230  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Ms. LaBan was a Vice President of Lighthouse  from September
      1998 until September 2000.

(18)  Includes  143,652  shares  held in trust for the  benefit  of the  selling
      shareholder.  Terence M. Graunke,  a selling  shareholder holds 99% of the
      membership  interests of Lake Creek  Research  LLC.  Prior to September 6,
      2000,  when  Lighthouse  was merged with and into one of our  wholly-owned
      subsidiaries,  Lake Creek Research LLC owned  approximately  14.58% of the
      issued and outstanding shares of common stock of Lighthouse.

(19)  Includes  12,920  shares  held in trust  for the  benefit  of the  selling
      shareholder.   Ms.  Leavitt  has  been  an  Executive  Vice  President  of
      Lighthouse since October 1998.

(20)  Includes  1,672  shares  held in  trust  for the  benefit  of the  selling
      shareholder.

(21)  Includes  3,343  shares  held in  trust  for the  benefit  of the  selling
      shareholder.

(22)  Includes  16,717  shares  held in trust  for the  benefit  of the  selling
      shareholder.

(23)  Includes  1,071  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Mr.  Mort  was the  President  of  Communicator  Sports  and
      Entertainment,  Inc., a subsidiary of  Lighthouse,  from March 1999 to May
      2000.

(24)  Includes  167  shares  held  in  trust  for  the  benefit  of the  selling
      shareholder.

(25)  Includes  3,230  shares  held in  trust  for the  benefit  of the  selling
      shareholder. Ms. Olinger was a Vice President of Lighthouse from September
      1999 until September 2000.

(26)  Includes  2,394  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Shares  held by Propose  One (BVI)  Limited are held for the
      benefit of a former Managing  Director of Communicator  Worldwide,  one of
      Lighthouse's subsidiaries in the United Kingdom.

(27)  Includes  9,577  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Mr. Mark Scott, a selling  shareholder is the beneficiary of
      The Scott Life Interest Trust.

(28)  Includes  1,672  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Mr. Scott was a Vice President of Lighthouse from March 1999
      to September 2000.

(29)  Includes  6,687  shares  held in  trust  for the  benefit  of the  selling
      shareholder.

(30)  Includes  2,394  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Shares  held by Secure  One (BVI)  Limited  are held for the
      benefit of a former Managing  Director of Communicator  Worldwide,  one of
      Lighthouse's subsidiaries in the United Kingdom.

(31)  Includes  3,343  shares  held in  trust  for the  benefit  of the  selling
      shareholder.

(32)  Includes  1,915  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Stosik  Investment  Partners  is holding  the Shares for the
      benefit  of the former  owners of Sports  Producers  Hawaii,  now known as
      Communicator  Sports & Events,  Inc.,  which  Lighthouse  acquired in July
      1999.

(33)  Includes  8,355  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Terence M.  Graunke,  a selling  shareholder  is the General
      Partner of T&S Management, L.P.

(34)  Includes  4,151  shares  held in  trust  for the  benefit  of the  selling
      shareholder.  Mr. Wilhelm was a Senior Vice  President of Lighthouse  from
      September 1998 to December 1999.

(35)  Includes  9,560  shares  held in  trust  for the  benefit  of the  selling
      shareholder. Mr. Yovovich was a Director of Lighthouse from September 1998
      to September 2000.

(36)  Mr.  Hanson-Smith has been the Chief Operating Officer of Lighthouse since
      January 2000. The shares  beneficially  owned by him prior to the offering
      includes  781,725  ordinary  shares  issuable upon exercise of exercisable
      stock options.

(37)  Frontenac  Company VII,  L.L.C.  is the General  Partner of Frontenac  VII
      Limited Partnership and Frontenac Masters VII Limited  Partnership.  Prior
      to September 6, 2000,  when Lighthouse was merged with and into one of our
      wholly-owned subsidiaries, Frontenac VII Limited Partnership and Frontenac
      Masters  VII  Limited  Partnership  owned in the  aggregate  approximately
      21.36% of the issued and outstanding shares of common stock of Lighthouse.

(38)  GTCR Partners VI, L.P. is the General  Partner of each of GTCR  Associates
      VI,  L.P.,  GTCR  Executive  Fund,  L.P.  and GTCR Fund VI, L.P.  Prior to
      September  6, 2000,  when  Lighthouse  was merged with and into one of our
      wholly-owned subsidiaries,  GTCR Associates VI, L.P., GTCR Executive Fund,
      L.P. and GTCR Fund VI, L.P. owned in the aggregate approximately 46.50% of
      the issued and outstanding shares of common stock of Lighthouse.

         The selling  shareholders  acquired  the Shares  being  offered by this
prospectus  pursuant to an Agreement and Plan of Merger,  dated July 4, 2000, as
amended  September  5,  2000,  among  us,  Lighthouse   Acquisition,   Inc.  and
Lighthouse,  which  we  may  refer  to as  the  Merger  Agreement.  The  selling
shareholders  also may have  acquired  some of the Shares being  offered by this
prospectus upon exercise of options.

         Except as described in this prospectus,  the selling  shareholders have
not had a material relationship with us or any of our affiliates within the past
three years.


                              PLAN OF DISTRIBUTION

Who may sell the Shares and applicable restrictions

         We will not  receive any of the  proceeds  from the sale of the Shares.
The selling  shareholders  will be offering  and selling all Shares  offered and
sold under this prospectus.

         The selling  shareholders  may also sell the Shares  directly to market
makers  acting  as  principals  and/or   broker-dealers  acting  as  agents  for
themselves or their customers.  These broker-dealers may receive compensation in
the form of discounts,  concessions or commissions from the selling shareholders
and/or the purchasers of Shares for whom such  broker-dealers  may act as agents
or to whom they sell as principal,  or both. The compensation as to a particular
broker-dealer  might be in excess of customary  commissions.  Market  makers and
block  purchasers  purchasing the Shares will do so for their own account and at
their own risk. The selling shareholders and any broker-dealer or agent that act
in connection  with the sale of the Shares might be deemed to be  "underwriters"
as that term is defined under the  Securities  Act of 1933, as amended,  and any
commissions  received by the broker-dealer or agent and any profit on the resale
of the Shares  sold by them  while  acting as  principals  might be deemed to be
underwriting discounts or commissions under the Securities Act.

         The selling shareholders may sell all or any part of the Shares offered
by this  prospectus  through  an  underwriter.  To our  knowledge,  the  selling
shareholders have not entered into any agreement with a prospective underwriter.
If we are notified  that the selling  shareholders  have entered or are entering
into an agreement with a prospective  underwriter,  the relevant details will be
set forth in a supplement to this prospectus. The selling shareholders, however,
have agreed to sell their shares in a  coordinated  marketing  effort known as a
book build, as described below.

         To comply with the securities laws of certain jurisdictions, the Shares
offered by this prospectus may need to be offered or sold in such  jurisdictions
only through registered or licensed brokers or dealers.

Manner of sales

         The  selling  shareholders  will  act  independently  of us  in  making
decisions  with  respect  to the  manner  and  size of each  sale.  The  selling
shareholders  may  sell  the  Shares  from  time  to  time in one or more of the
following types of transactions (which may include block transactions):

         o    on the New York  Stock  Exchange,  Inc.  (assuming  the Shares are
              deposited  with the Depositary  and the selling  shareholders  are
              issued our American Depositary Receipts);

         o    on the London Stock Exchange plc;

         o    in privately negotiated transactions;

         o    by  selling to a broker or dealer as  principal  and resale by the
              broker or dealer for its own account;

         o    through  underwriters  or dealers who may receive  compensation in
              the form of underwriting discounts, concessions or commissions;

         o    in block  transactions  to market makers or other  purchasers at a
              price per share  which  may be below  the then  prevailing  market
              price;

         o    through put or call options transactions relating to the Shares;

         o    through short sales of the Shares; or

         o    through a combination of the above methods of sale.

         The sale price of the Shares  may be the market  price of our  ordinary
shares  prevailing at the time of sale, a price related to the prevailing market
price,  a  negotiated  price or such  other  price as the  selling  shareholders
determine from time to time. The selling  shareholders  have the sole discretion
not to  accept  any  purchase  offer or make any sale of  Shares  they  deem the
purchase price to be unsatisfactory at any particular time.

         Under  applicable rules and regulations  under the Securities  Exchange
Act of 1934,  any person  engaged in a  distribution  of Shares  covered by this
prospectus  may be limited in its  ability to engage in market  activities  with
respect to such Shares. The selling  shareholders,  for example, will be subject
to applicable provisions of the Exchange Act and the rules and regulations under
it,  including  Rule 10b-5 and Regulation M.  Regulation M may restrict  certain
activities  of the selling  shareholders  and limit the timing of purchases  and
sales of any Shares by the selling shareholders.  Furthermore,  under Regulation
M,  persons  engaged  in  a  distribution  of  securities  are  prohibited  from
simultaneously  engaging in market  making and  certain  other  activities  with
respect  to  such  securities  for a  specified  period  of  time  prior  to the
commencement  of  such  distributions,   subject  to  specified   exceptions  or
exemptions.

         The  selling  shareholders  may elect once,  during a period  beginning
September 7 and ending  November 24, 2000, to sell the Shares they  beneficially
own through a coordinated marketing operation known as a book build. The selling
shareholders  may instruct UBS Warburg to use its reasonable  efforts to arrange
for the  sale of up to 100% of the  Shares  beneficially  owned  by the  selling
shareholders  through  the book  build,  provided  that UBS  Warburg  is able to
maintain an orderly  trading market for the Shares.  Any election by the selling
shareholders  to dispose of Shares  beneficially  owned by them must involve the
sale  of  at  least  7.5  million  shares.  After  June  7,  2001,  the  selling
shareholders  may make one  additional  election to sell their Shares  through a
book build on the terms outlined in the preceeding sentence.

         During the period  beginning  September 6, 2000 and ending  December 6,
2001,  the selling  shareholders  also have a right to  participate  in any book
build conducted on behalf of any person other than the selling shareholders.

         Except  for the Shares  which may be sold in a book build as  described
above and for market  transactions  relating to a maximum of 7.5 million  Shares
prior to the book build, specified selling shareholders holding in the aggregate
17.8% of our issued share  capital,  have agreed not to sell any of their Shares
until June 7, 2001.

Registration rights of the selling shareholders

         We have  agreed  to  maintain  the  effectiveness  of the  registration
statement  of which this  prospectus  forms a part until the earlier to occur of
(1) September 6, 2002 or (2) such time as all of the Shares have been sold.

Suspension of this offering

         Under the terms of the Merger  Agreement,  we may  require  the selling
shareholders  to suspend the  availability  of this prospectus and not to effect
any sales of Shares if we notify the selling shareholders of such a suspension.

Prospectus delivery

         Because the selling  shareholders  may be deemed to be an "underwriter"
within  the  meaning  of  Section  2(11)  of the  Securities  Act,  the  selling
shareholders  will be subject to the  prospectus  delivery  requirements  of the
Securities Act. At any time a particular  offer of the Shares is made, a revised
prospectus or prospectus supplement, if required, will be distributed which will
set forth:

         o    the  name of the  selling  shareholders  and of any  participating
              underwriters, broker-dealers or agents;

         o    the aggregate amount of securities being offered;

         o    the price at which the Shares were sold and other  material  terms
              of the offering;

         o    any   discounts,   commissions,   concessions   and  other   items
              constituting  compensation  from the selling  shareholders and any
              discounts, commissions or concessions allowed or reallowed or paid
              to dealers; and

         o    that  the  participating   broker-dealers   did  not  conduct  any
              investigation  to verify the  information  in this  prospectus  or
              incorporated in this prospectus by reference.

The prospectus  supplement or a post-effective  amendment will be filed with the
SEC to reflect the  disclosure  of  additional  information  with respect to the
distribution of the Shares.

Indemnification

         We have agreed to indemnify the selling  shareholders  against  certain
liabilities, including liabilities arising under the Securities Act. The selling
shareholders  may agree to indemnify  any agent,  dealer or  broker-dealer  that
participates  in  transactions  involving  sales of the Shares  against  certain
liabilities, including liabilities arising under the Securities Act.

Fees and expenses

         We have agreed to pay all costs,  expenses and fees in connection  with
the  registration  of  the  Shares.  The  selling   shareholders  will  pay  all
underwriting  discounts and commissions  and brokerage  commissions and fees, if
any, payable with respect to the Shares.


                                  LEGAL MATTERS

         The  validity  of the  Shares  offered  hereby  will be passed  upon by
Macfarlanes, our English counsel.


                                     EXPERTS

         The financial  statements  incorporated in this prospectus by reference
to our Annual Report on Form 20-F for the year ended December 31, 1999 have been
so  incorporated  in  reliance  on the  report of KPMG  Audit  Plc,  independent
accountants,  given on the  authority  of said firm as experts in  auditing  and
accounting.

         The financial statements of Diamond Ad Ltd incorporated by reference in
this  prospectus  that  are  contained  in the Form  6-K  filed  with the SEC on
September  25, 2000 for the year ended June 30,  1999 have been  audited by KPMG
San Tong Corp.,  independent public  accountants,  as indicated in their reports
with respect thereto,  and are included herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said reports.

         The  financial  statements of Financial  Dynamics  Holdings Ltd and its
subsidiary,  Financial  Dynamics  Limited,  incorporated  by  reference  in this
prospectus  that are  contained  in the Form 6-K filed with the SEC on September
25,  2000 for the year  ended  December  31,  1998  have been  audited  by KPMG,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.

         The  financial  statements  of  Lighthouse  Global  Network,  Inc.  and
subsidiaries  as of December 31, 1999 and 1998,  and for the year ended December
31, 1999 and for the period from September 4, 1998  (commencement of operations)
through  December 31, 1998,  incorporated  by reference in this  prospectus  and
elsewhere  in this  registration  statement  that are  contained in the Form 6-K
filed with the SEC on September  25, 2000 have been  audited by Arthur  Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.

         The  financial   statements  of  Morgen  Walke  Associates,   Inc.  and
subsidiaries  incorporated by reference in this prospectus that are contained in
the Form  6-K  filed  with  the SEC on  September  25,  2000 for the year  ended
December 31, 1999 have been audited by KPMG LLP, independent public accountants,
as indicated in their reports with respect  thereto,  and are included herein in
reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said reports.

         Ernst & Young,  independent  auditors,  have  audited the  consolidated
financial  statements  of Fitch plc included in our report on the Form 6-K filed
with the SEC on  September  25,  2000,  as set forth in their  report,  which is
incorporated by reference in this  prospectus.  These  financial  statements are
incorporated by reference in reliance on Ernst & Young's report,  given on their
authority as experts in accounting and auditing.

         The financial  statements of Healthworld  Corporation and  subsidiaries
incorporated  by reference in this prospectus that are contained in the Form 6-K
filed with the SEC on  September  25, 2000 for the two years ended  December 31,
1999 have been audited by Arthur Andersen LLP,  independent public  accountants,
as indicated in their report with respect  thereto,  and are included  herein in
reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said report.


                       WHERE YOU CAN FIND MORE INFORMATION

         We are  subject  to the  informational  reporting  requirements  of the
Securities  Exchange  Act of 1934,  and  therefore  we file  reports  and  other
information  with the SEC as a  foreign  private  issuer.  You may read and copy
these reports and other  information at the Public  Reference Room maintained by
the SEC at 450 Fifth Street, N.W.,  Washington,  D.C. 20549. Please call the SEC
at  1-800-SEC-0330  for further  information on the public  reference  rooms. In
addition,  the SEC  maintains a home page on the  Internet  (http://www.sec.gov)
that contains certain reports and other information we file.

         We furnish to The Bank,  of New York as  Depositary  under our  Deposit
Agreement, dated as of November 15, 1983, as amended and restated as of April 1,
1991, as amended as of July 16, 1991, and as further  amended as of December 10,
1997, with The Bank of New York,  copies of all reports  required to be filed by
us with the SEC under the Exchange Act,  including our annual reports in English
containing  a  brief  description  of our  operations  and  our  audited  annual
consolidated financial statements prepared in accordance with generally accepted
accounting principles in the United Kingdom and Regulation S-X of the SEC.


                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference"  information from other
documents  that we file with them,  which means that we can  disclose  important
information by referring to those  documents.  The  information  incorporated by
reference is considered to be part of this  prospectus,  and information that we
file  later  with  the  SEC  will   automatically   update  and  supersede  this
information.  We  incorporate  by reference the  documents  listed below and any
future filings we make with the SEC under Sections 13(a),  13(c) or 15(d) of the
Exchange  Act  (including  reports on Form 6-K, if we identify in those  reports
that they are being  incorporated by reference in this prospectus)  prior to the
sale of all the Shares covered by this prospectus.

         o    Annual Report on Form 20-F for the year ended December 31, 1999.

         o    The   description  of  our  Ordinary   Shares   contained  in  our
              Registration  Statement on Form 8-A filed with the SEC on December
              3, 1987.

         o    Our  unaudited  interim  financial  statements  for the six months
              ended June 30, 2000  contained in a Form 6-K filed with the SEC on
              September 12, 2000.

         o    Our condensed  consolidated pro forma financial statements for the
              six months  ended June 30,  2000 and the year ended  December  31,
              1999,  contained in a Form 6-K filed with the SEC on September 25,
              2000.

         o    Financial  statements  for Diamond Ad Ltd. for the year ended June
              30, 1999,  contained in a Form 6-K filed with the SEC on September
              25, 2000.

         o    Financial  statements for Financial  Dynamics Limited for the year
              ended  December 31,  1998,  contained in a Form 6-K filed with the
              SEC on September 25, 2000.

         o    Consolidated  financial statements for Financial Dynamics Holdings
              Limited  for the  year  ended  December  31,  1998  and  unaudited
              consolidated financial statements for the seven month period ended
              July  31,  1999,  contained  in a Form 6-K  filed  with the SEC on
              September 25, 2000.

         o    Consolidated   financial   statements   for   Lighthouse  and  its
              subsidiaries  as of December  31, 1999 and 1998,  and for the year
              ended December 31, 1999, and for the period from September 4, 1998
              (commencement  of  operations) to December 31, 1998 contained in a
              Form 6-K filed with the SEC on September 25, 2000.

         o    Unaudited consolidated financial statements for Lighthouse and its
              subsidiaries  for the  periods  ending  June 30, 2000 and June 30,
              1999  contained in a Form 6-K filed with the SEC on September  25,
              2000.

         o    Audited consolidated balance sheets of Healthworld Corporation and
              subsidiaries  as of  December  31,  1998  and  1999,  and  related
              consolidated  statements  of  income,   stockholders'  equity  and
              comprehensive  income,  and cash  flows for the three  years  then
              ended,  contained  in the Form 6-K filed with the SEC on September
              25, 2000.

         o    Consolidated  financial  statements for Fitch plc and subsidiaries
              for the year ended December 31, 1998 contained in a Form 6-K filed
              with the SEC on September 25, 2000.

         o    Unaudited  consolidated  financial  statements  for  Fitch plc and
              subsidiaries  for the three months ended March 31, 1999  contained
              in a Form 6-K filed with the SEC on September 25, 2000.

         o    Consolidated financial statements for Morgen Walke Associates Inc.
              and its  subsidiaries  for  the  year  ended  December  31,  1999,
              contained in a Form 6-K filed with the SEC on September 25, 2000.

         You may  request a copy of these  filings,  at no cost,  by  writing or
telephoning us. Any requests should be directed to:

                        Cordiant Communications Group plc
                           121-141 Westbourne Terrace
                          London W2 6JR United Kingdom
                             Web site: www.ccgww.com
                              Attn: Rebecca Taylor
                            Tel: 011-44-207-262-4343

         You should rely only on the  information  incorporated  by reference or
provided in this  prospectus or any  supplement.  We have not authorized  anyone
else to provide you with different  information.  You should not assume that the
information  in this  prospectus  or any  supplement  is accurate as of any date
other than the date on the front of those documents.

         As a  foreign  private  issuer,  we  are  exempt  from  the  rules  and
regulations  under the Exchange Act prescribing the content of proxy statements.
Additionally, our officers, directors and principal shareholders are exempt from
the reporting and short-swing profit recovery provisions contained in Section 16
of the Exchange Act. We will, however, continue to furnish our shareholders with
annual reports containing  financial  statements certified by independent public
accountants.
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.*

         SEC Registration fee........................................$ 98,709.51
         Legal fees and expenses.....................................  41,744.00
         Accounting fees and expenses................................ 112,640.00
         NYSE Listing Fee............................................          0
         Miscellaneous...............................................          0
                 Total...............................................$253,093.51

* All amounts are estimated except for the SEC Registration Fee.

Item 15. Indemnification of Directors and Officers.

         Except as set forth below,  there is no provision in our  Memorandum or
Articles of Association, or any contract, arrangement or statute under which any
controlling person,  director or officers of CCG is issued or indemnified in any
manner  against any  liability  that he may incur in his capacity as director or
officer.

Section 310 of the Companies Act 1985 of Great Britain provides:

"(1)     This section applies to any provision, whether contained in a company's
         articles  or in  any  contract  with  the  company  or  otherwise,  for
         exempting any officer of the company or any person  (whether an officer
         or not) employed by the company as auditor from,  or  indemnifying  him
         against,  any  liability  which  by  virtue  of any  rule of law  would
         otherwise attach to him in respect of any negligence,  default,  breach
         of duty or breach of trust of which he may be guilty in relation to the
         company."

"(2)     Except as provided by the following  subsection,  any such provision is
         void."

"(3)     This section does not prevent a company

         (a)      from  purchasing  and  maintaining  for any  such  officer  or
                  auditor insurance against any such liability, or

         (b)      from  indemnifying  any such  officer or auditor  against  any
                  liability incurred by him

                  (i) in defending any  proceedings  (whether civil or criminal)
                  in which  judgment is given in his favour or he is  acquitted,
                  or

                  (ii) in connection with any  application  under section 144(3)
                  or (4) (acquisition of shares by innocent  nominee) or section
                  727  (general  power to grant  relief  in case of  honest  and
                  reasonable  conduct) in which  relief is granted to him by the
                  court."

Section 727 of the Companies Act 1985 of Great Britain provides:

"(1)     If in any proceedings for negligence, default, breach of duty or breach
         of trust  against an officer  of a company  or a person  employed  by a
         company as auditor  (whether he is or is not an officer of the company)
         it appears to the court hearing the case that that officer or person is
         or may be liable in respect of the negligence,  default, breach of duty
         or breach of trust, but that he has acted honestly and reasonably,  and
         that  having  regard to all the  circumstances  of the case  (including
         those connected with his appointment) he ought fairly to be excused for
         the negligence,  default, breach of duty or breach of trust, that court
         may relieve him,  either  wholly or partly,  from his liability on such
         terms as it thinks fit."

"(2)     If any  such  officer  or  person  as  above-mentioned  has  reason  to
         apprehend  that any claim will or might be made  against him in respect
         of any negligence,  default,  breach of duty or breach of trust, he may
         apply to the court for relief; and the court on the application has the
         same power to relieve him as under this section it would have had if it
         had been a court  before  which  proceedings  against  that  person for
         negligence,  default,  breach  of duty or  breach  of  trust  had  been
         brought."

"(3)     Where a case to which  subsection (1) applies is being tried by a judge
         with a jury,  the judge,  after  hearing  the  evidence,  may, if he is
         satisfied  that the  defendant  or defender  ought in pursuance of that
         subsection to be relieved either in whole or in part from the liability
         sought to be enforced  against  him,  withdraw  the case in whole or in
         part from the jury and forthwith  direct judgment to be entered for the
         defendant  or  defender on such terms as to costs or  otherwise  as the
         judge may think proper."

Article 156 of our Articles of Association provides:

         "Subject  to the  provisions  of The  Companies  Act  1985,  and  every
statutory  modification or re-enactment  thereof for the time being in force and
every other Act or statutory  instrument for the time being in force  concerning
limited companies and affecting the Company (including, without limitation, Part
V  of  the   Criminal   Justice  Act  1993  and  the   Companies   Consolidation
(Consequential  Provisions)  Act  1985),  every  President,  Director,  Auditor,
Secretary or other officer of the Company shall be entitled to be indemnified by
the  Company  against  all costs,  charges,  losses,  expenses  and  liabilities
incurred  by him in the  execution  and  discharge  of his duties or in relation
thereto.  The Directors  may purchase and maintain  insurance for the benefit of
any Director or other officer or auditor to the extent permitted by the statutes
described above."

         We maintain directors' and officers' liability insurance which provides
for payments on behalf of the directors and officers of all their losses,  other
than matters  uninsurable  under the law, arising from claims,  including claims
arising under the Securities Act of 1933, for acts or omissions by our directors
and officers while acting as directors or officers of CCG.


Item 16. Exhibits.


     Exhibit No.                                Description
        2.1                  Agreement  and Plan of  Merger  dated as of July 4,
                             2000,  between Cordiant  Communications  Group plc,
                             Lighthouse Acquisition,  Inc. and Lighthouse Global
                             Network, Inc.

        2.2                  Amendment No.1 to the Agreement and Plan of Merger,
                             dated as of  September  5, 2000,  between  Cordiant
                             Communications  Group plc, Lighthouse  Acquisition,
                             Inc. and Lighthouse Global Network, Inc.

        5                    Opinion of Macfarlanes.

        23.1                 Written consent of KPMG Audit Plc.

        23.2                 Written consent of KPMG San Tong Corp.

        23.3                 Written consent of KPMG LLP.

        23.4                 Written consent of KPMG.

        23.5                 Written consent of Arthur Andersen LLP.

        23.6                 Written consent of Arthur Andersen LLP.

        23.7                 Written consent of Ernst & Young.

        23.8                 Written  consent of Macfarlanes  (included in their
                             opinion filed as Exhibit 5 hereto).

        24                   Power of Attorney  (included on the signature  page
                             of this Registration Statement).

Item 17. Undertakings.

         The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) to include  any  prospectus  required  by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement; and

                           (iii)  to  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

         provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934  that  are
         incorporated by reference in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof;

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering; and

                  (4) if the registrant is a foreign private  issuer,  to file a
         post-effective  amendment to the registration  statement to include any
         financial statements required by Rule 3-19 of this chapter at the start
         of any delayed offering or throughout a continuous offering.  Financial
         statements and information  otherwise  required by Section  10(a)(3) of
         the Act need not be furnished,  provided,  that the registrant includes
         in the prospectus,  by means of a post-effective  amendment,  financial
         statements  required  pursuant  to  this  paragraph  (a)(4)  and  other
         information  necessary  to  ensure  that all other  information  in the
         prospectus  is at least  as  current  as the  date of  those  financial
         statements. Notwithstanding the foregoing, with respect to registration
         statements on Form F-3, a post-effective amendment need not be filed to
         include  financial  statements  and  information  required  by  Section
         10(a)(3)  of the Act or Rule  3-19 of this  chapter  if such  financial
         statements and information are contained in periodic reports filed with
         or furnished to the Commission by the registrant pursuant to Section 13
         or  Section  15(d)  of the  Securities  Exchange  Act of 1934  that are
         incorporated by reference in the Form F-3.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Securities Act of 1933, each filing of CCG's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

         The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934.

<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New York,  New York,  on the 25th day of  September,
2000.

                                     Cordiant Communications Group plc


                                     By: /s/ Arthur D'Angelo
                                        ----------------------------------------
                                        Arthur D'Angelo
                                        Chief Financial Officer

<PAGE>
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears
below  constitutes and appoints Michael Bungey and Arthur D'Angelo,  jointly and
severally,  as  attorneys-in-fact,  each with  power of  substitution,  for such
person in any and all  capacities,  to sign this  Registration  Statement or any
amendments  thereto,  and to file the  same,  with  exhibits  thereto  and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
or her substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                                  Title                                    Date
               ---------                                  -----                                    ----

<S>                                       <C>                                               <C>
-----------------------------------       Executive Chairman                                September 25 , 2000
Charles Thomas Scott


/s/ Michael Bungey                        Director and Chief Executive Officer              September 25, 2000
-----------------------------------
Michael Bungey


/s/ Arthur D'Angelo                       Finance Director                                  September 25, 2000
------------------------------------
Arthur D'Angelo


/s/ Jean de Yturbe                        Director, Group President, Bates                  September 25, 2000
-----------------------------------       Worldwide
Jean de Yturbe


                                          Non-Executive Director                            September 25, 2000
-----------------------------------
John Dudley Fishburn


                                          Non-Executive Director                            September 15, 2000
-----------------------------------
Professor Theodore Levitt


/s/ Peter Martin Schoning                 Director, Chairman and Chief                      September 25, 2000
-----------------------------------       Executive Officer, Scholz & Friends
Peter Martin Schoning


                                          Director,  Group President, Bates                 September 25, 2000
-----------------------------------       Worldwide
Ian Lindsay Smith


/s/ Rolf Wilhelm Heinrich Stomberg        Non-Executive Director                            September 25, 2000
-----------------------------------
Doctor Rolf Wilhelm Heinrich Stomberg


/s/ John Michael Tyrrell                  Non-Executive Director                            September 25, 2000
----------------------------------
John Michael Tyrrell


/s/ William James Whitehead               Director,  Group President, Bates                 September 25, 2000
------------------------------            Worldwide
William James Whitehead


/s/ Michael J. Kopcsak                    Authorized Representative in the                  September 25, 2000
----------------------------------        United States
Michael J. Kopcsak
</TABLE>
<PAGE>
                                  EXHIBIT INDEX


Exhibit No.                                   Description
   2.1                 Agreement  and Plan of  Merger  dated as of July 4,  2000
                       between  Cordiant  Communications  Group plc,  Lighthouse
                       Acquisition, Inc. and Lighthouse Global Network, Inc.

   2.2                 Amendment No.1 to the Agreement and Plan of Merger, dated
                       as of September 5, 2000, between Cordiant  Communications
                       Group plc,  Lighthouse  Acquisition,  Inc. and Lighthouse
                       Global Network, Inc.

   5                   Opinion of Macfarlanes.

   23.1                Written consent of KPMG Audit Plc.

   23.2                Written consent of KPMG San Tong Corp.

   23.3                Written consent of KPMG LLP.

   23.4                Written consent of KPMG.

   23.5                Written consent of Arthur Andersen LLP.

   23.6                Written consent of Arthur Andersen LLP.

   23.7                Written consent of Ernst & Young.

   23.8                Written consent of Macfarlanes (included in their opinion
                       filed as Exhibit 5 hereto).

   24                  Power of Attorney (included on the signature page of this
                       Registration Statement).